Constellation Acquisition Corp I-A 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number001-39945 (Exact name of registrant as specified in its charter) Cayman Islands98-1574835(State or other jurisdiction of(I.R.S. Employer (646)585-8975(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☒No☐ As of June 30, 2024 (the last business day of the registrant’s second fiscal quarter), the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date was $26,991,597.6based upon the closing price reported for such date onthe OTCQX Marketplace (includes the OTCQX® Best Market and OTCQB® Venture Market) (the “OTC”). As of April 1, 2025,7,664,302Class A ordinary shares, par value $0.0001 per share, and150,000Class B ordinary shares, par value$0.0001 per share, were issued and outstanding, respectively. Documents Incorporated by Reference None. TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARYivPARTI1ITEM 1. BUSINESS1Item 1A. Risk Factors17Item 1B. Unresolved Staff Comments53Item 1C. Cybersecurity53Item 2. Property53Item 3. Legal Proceedings53Item 4. Mine Safety Disclosures53PART II54Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities54Item 6. [Reserved].56Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations56Item 7A. Quantitative and Qualitative Disclosures about Market Risk63Item 8. Financial Statements and Supplementary Data63Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure63Item 9A. Controls and Procedures63Item 9B. Other Information.64Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.64PART III65Item 10. Directors, Executive Officers and Corporate Governance65Item 11. Executive Compensation.75Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters76Item 13. Certain Relationships and Related Transactions, and Director Independence78Item 14. Principal Accountant Fees and Services80PART IV81Item 15. Exhibits, Financial Statement Schedules81Item